Common use of Limitation on Resignation and Assignment by the Special Servicer Clause in Contracts

Limitation on Resignation and Assignment by the Special Servicer. This Agreement has been entered into with the Special Servicer in reliance upon the independent status of the Special Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, except as expressly provided in this Section 7.03 and Sections 3.24, 7.01 and 9.13, the Special Servicer shall neither assign its rights under this Agreement or the servicing hereunder nor delegate its duties hereunder or any portion thereof; provided, that, in each case that the Special Servicer transfers the servicing hereunder (other than a transfer of servicing caused by the Seller, the Master Servicer, the Trustee or the Certificateholders) or the Special Servicer or disposes of all or substantially all of its property or assets, there must be delivered to the Seller, the Master Servicer and the Trustee a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then current rating of any of the Certificates. The Special Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Special Servicer and the Master Servicer or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Special Servicer, or as may be permitted pursuant to Section 9.13(b)(i). Any such determination permitting the resignation of the Special Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Master Servicer and the Trustee which Opinion of Counsel shall be in form and substance reasonably acceptable to each of them. No such resignation shall become effective until a successor shall have assumed the Special Servicer’s responsibilities and obligations hereunder in the manner provided in Section 8.01. Without in any way limiting the generality of this Section 7.03, in the event that the Special Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, except to the extent permitted by and in accordance with this Section 7.03 and Sections 3.20, 7.01 and 9.13, without the prior written consent of the Seller and Master Servicer, then such parties shall have the right to terminate this Agreement upon notice given as set forth in Section 8.01, without any payment of any penalty or damages and without any liability whatsoever to the Special Servicer or any third party.

Limitation on Resignation and Assignment by the Special Servicer. This Agreement has been entered into with the Special Servicer in reliance upon the independent status of the Special Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, except as expressly provided in this Section 7.03 and Sections 3.24, 7.01 and 9.13, the Special Servicer shall neither assign its rights under this Agreement or the servicing hereunder nor delegate its duties hereunder or any portion thereof; provided, that, in each case that the Special Servicer transfers the servicing hereunder (other than a transfer of servicing caused by the Seller, the Master Servicer, the Trustee or the Certificateholders) or the Special Servicer or disposes of all or substantially all of its property or assets, there must be delivered to the Seller, the Master Servicer and the Trustee a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then current rating of any of the Certificates. The Special Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Special Servicer, the Master Servicer and the Master Servicer Trustee or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Special Servicer, or as may be permitted pursuant to Section 9.13(b)(i). Any such determination permitting the resignation of the Special Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Master Servicer and the Trustee which Opinion of Counsel shall be in form and substance reasonably acceptable to each of them. No such resignation shall become effective until a successor shall have assumed the Special Servicer’s responsibilities and obligations hereunder in the manner provided in Section 8.01. Without in any way limiting the generality of this Section 7.03, in the event that the Special Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, except to the extent permitted by and in accordance with this Section 7.03 and Sections 3.20, 7.01 and 9.13, without the prior written consent of the Seller Seller, the Master Servicer and Master Servicerthe Trustee, then such parties shall have the right to terminate this Agreement upon notice given as set forth in Section 8.01, without any payment of any penalty or damages and without any liability whatsoever to the Special Servicer or any third party.